UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 25, 2018
Affiliated Managers Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-13459 | 04-3218510 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 777 South Flagler Drive | ||
| West Palm Beach, Florida | 33401 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(800) 345-1100
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 29, 2018, Affiliated Managers Group, Inc. (the “Company”) announced that Nathaniel Dalton is succeeding Sean M. Healey as the Company’s Chief Executive Officer, effective immediately, and has been appointed to the Company’s Board of Directors. Mr. Healey becomes Executive Chairman, also effective immediately. Mr. Healey has been diagnosed with amyotrophic lateral sclerosis (a motor neuron disease otherwise known as ALS, or Lou Gehrig’s disease), and will pursue treatment while continuing to play an active role in the execution of the Company’s strategy.
Mr. Dalton was previously the President and Chief Operating Officer of the Company. The information about Mr. Dalton required under Item 401(b), (d) and (e) of Regulation S-K is incorporated by reference from the Company’s annual meeting proxy statement on Schedule 14A as filed on April 30, 2018 (the “Proxy Statement”).
| Item 7.01 | Regulation FD Disclosure |
The Company announced the developments set forth in Item 5.02 in a press release on May 29, 2018, a copy of which is furnished as Exhibit 99.1 hereto.
| Item 8.01 | Other Events. |
The Company intends to change the location of its June 12, 2018 Annual Meeting of Stockholders to the Company’s office at 600 Hale Street, Prides Crossing, Massachusetts. The foregoing change will be reflected in a supplement to the Proxy Statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1* | Press Release issued by the Company on May 29, 2018. | |
| * | This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AFFILIATED MANAGERS GROUP, INC. | ||||||||
| Date: May 29, 2018 | By: | /s/ David M. Billings | ||||||
| Name: | David M. Billings | |||||||
| Title: | General Counsel and Secretary | |||||||
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Exhibit 99.1
| Investor and Media Relations: | Alexandra Lynn Selene Oh |
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| +1 (617) 747-3300 ir@amg.com pr@amg.com |
AMG Announces that Nathaniel Dalton Succeeds Sean M. Healey as CEO
Healey Becomes Executive Chairman
WEST PALM BEACH, FL, May 29, 2018 – Affiliated Managers Group, Inc. (NYSE: AMG), a global asset management company, today announced that Nathaniel Dalton is succeeding Sean M. Healey as Chief Executive Officer, effective immediately, and has been appointed to the Company’s Board of Directors. Mr. Healey becomes Executive Chairman, also effective immediately. Mr. Healey has been diagnosed with amyotrophic lateral sclerosis (a motor neuron disease otherwise known as ALS, or Lou Gehrig’s disease), and will pursue treatment while continuing to play an active role in the execution of AMG’s strategy.
Mr. Dalton, 51, has been Chief Operating Officer of AMG since 2006, and was named President in 2011. He is one of the Company’s founders, initially serving as an advisor, then joining in 1996 as AMG’s first General Counsel, and subsequently holding a series of increasingly broad leadership positions through which he has overseen many areas of the Company.
Mr. Healey said, “I have the utmost confidence in Nate’s ability to lead AMG to the next stages of its success. Nate has been by my side as my partner since AMG’s earliest days, and has been involved in every key strategic decision along the way. With his deep understanding of our Affiliate partnerships, proven experience in building our centralized global distribution platform from the ground up, and outstanding leadership across our business, he has made countless and tireless contributions to AMG’s success, and is the ideal executive to lead the company forward. While I undergo treatment, I look forward to actively supporting Nate and the rest of our executive team.”
Mr. Dalton said, “As CEO of AMG, and with Sean’s partnership, it is my honor to lead our outstanding team in continuing to execute on the tremendous opportunities that AMG has before us to drive growth and shareholder value, and build on our position as the partner of choice to the world’s leading independent investment firms. And, with a friendship spanning almost 25 years, I stand in resolute support of Sean as he pursues treatment in his fight against ALS.”
Patrick T. Ryan, Lead Independent Director, said, “AMG is fortunate to have a deep bench of talent and a proven leader in Nate, who has the confidence of the Board to lead the Company forward following Sean’s extraordinary leadership over the past two decades. Thoughtful, deliberate succession planning is at the very heart of AMG’s business strategy and core philosophy, and this transition reflects the Board’s long-standing framework – now we are executing on that plan. Alongside Sean, the other Directors and I are grateful for Nate’s contributions to date and all of those that are to come.”
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About AMG
AMG is a global asset management company with equity investments in leading boutique investment management firms. AMG’s innovative partnership approach allows each Affiliate’s management team to own significant equity in their firm while maintaining operational autonomy. AMG’s strategy is to generate shareholder value through the growth of existing Affiliates, as well as through investments in new Affiliates and additional investments in existing Affiliates. In addition, AMG provides centralized assistance to its Affiliates in strategic matters, marketing, distribution, product development and operations. As of March 31, 2018, AMG’s aggregate assets under management were approximately $831 billion in more than 550 investment products across a broad range of active, return-oriented strategies. For more information, please visit the Company’s website at www.amg.com.
Certain matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws, and could be impacted by a number of factors, including those described under the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2017, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law. From time to time, AMG may use its website as a distribution channel of material Company information. AMG routinely posts financial and other important information regarding the Company in the Investor Relations section of its website at www.amg.com and encourages investors to consult that section regularly.
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